Schoenherr advises Cubic on public takeover offer for C-Quadrat Investment AG

Schoenherr, a leading corporate law firm in Austria and Central and Eastern Europe, has advised and is representing Cubic (London) Ltd (“Cubic”) on a public takeover for all shares not held by San Gabriel Privatstiftung, T.R. Privatstiftung or the other core shareholders in C-QUADRAT Investment AG (“C-QUADRAT”), an independent asset management company listed on the Vienna stock exchange.

The public offer was triggered by the 15 January 2016 acquisition by Cubic of a 25.1 percent shareholding in C-QUADRAT (Transaction I). Subsequently, San Gabriel Privatstiftung and T.R. Privatstiftung, Q-Capital, Hallmann Holding and Laakman Holding Ltd as core shareholders sold and transferred their shareholdings, totalling approximately 65.5 per cent, to Cubic (Transaction II). These transactions and the public offer are subject to regulatory clearances inter alia in Austria and the United Kingdom.

On 5 April 2016 a public offer was launched with an offer price of EUR 60/share. Following the successful completion of the public offer and clearance of Transaction II, Cubic intends to effect a squeeze out and will delist C-Quadrat.

Closing of the Talanx share acquisition took place on 13 June 2016 following clearance by the Financial Conduct Authority (“FCA”) London and the Austrian Finanzmarktaufsicht. Today, 28 June, Closing I under the public offer took place as to the free float shares tendered until 14 June 2016.

Following the clearance of Transaction II by the FCA and pending clearance of Transaction II by the Austrian Finanzmarktaufsicht, closing of Transaction II is expected in Q3 2016.

The total overall value of Transactions I and II exceeds EUR 170 million.

Schoenherr advised Cubic on all aspects of the preparation and launch of the public offer. Moreover, Schoenherr, as transaction counsel, also advised on the acquisition by Cubic of the Talanx shareholding (Transaction I) and of the shareholdings from core shareholders (Transaction II) as well as the related financings of the transactions.

The Schoenherr team advising Cubic is led by Christian Herbst (partner, corporate/m&a) and also consists of Peter Feyl (partner, banking & finance), Maximilian Lang (attorney, corporate/m&a), Sascha Schulz (counsel, corporate/m&a) and Alexander Mazevski (associate, corporate/m&a).